TRESU Q3 2023 Financial Report
TRESU
Risk factors (continued)
5.26. No action against the Issuer and Bondholders' representation
In accordance with the Bond Terms, the Agent (in Danish: obligationsejer repræsentanten) and Security Agent will represent all Bondholders in all matters relating to the Bonds and the Bondholders are prevented from taking actions on their own
against any Issuer. Consequently, individual Bondholders do not have the right to take legal actions to declare any default by claiming any payment from or enforcing any security granted by the Issuer and may therefore lack effective remedies
unless and until a requisite majority of the Bondholders agree to take such action. However, the possibility that a Bondholder, in certain situations, could bring its own action against the Issuer (in breach of the Bond Terms) cannot be ruled out,
which could negatively impact an acceleration of the Bonds or other action against the Issuer. Under the Bond Terms, the Agent or the Security Agent will in some cases have the right to make decisions and take measures that bind all
Bondholders. Consequently, the actions of the Agent or the Security Agent in such matters could impact a bondholder's rights under the Bond Terms in a manner that may be undesirable for some of the Bondholders.
A failure by the Agent or the Security Agent to perform its duties and obligations properly or at all may adversely affect the enforcement of the rights of the Bondholders due to, for example, inability to receive any or all amounts payable from the
transaction security in a timely and efficient manner.
5.27. The rights of Bondholders depend on the Agent's actions and financial standing
By subscribing for, or purchasing, any Bond, each Bondholder will accept the appointment of the Agent to act on its behalf and to perform administrative functions relating to the Bonds (to act as, in Danish: obligationsejer repræsentant). The
Agent shall have, among other things, the right to represent the Bondholders in all court and administrative proceedings in respect of the Bonds. However, the rights, duties and obligations of the Agent as the representative of the Bondholders
will be subject to the provisions of the Bond Terms. A failure by the Agent to perform its duties and obligations properly or at all may adversely affect the enforcement of the rights of the Bondholders. Under the Bond Terms and pursuant to
Danish law, the funds collected by the Agent as the representative of the Bondholders must be held separately from the funds of the Agent and be treated as escrow funds to ensure that in the event of the Agent's bankruptcy, such funds can be
separated for the benefit of the Bondholders. In the event the Agent would fail to separate the funds in an appropriate manner, the funds could be included in the Agent's bankruptcy estate.
The Agent may be replaced by a successor Agent in accordance with the Bond Terms. Generally, the successor Agent has the same rights and obligations as the retired Agent. It may be difficult to find a successor Agent with commercially
acceptable terms or at all. Further, it cannot be excluded that the successor Agent would not breach its obligations under the above documents or that insolvency proceedings would not be initiated against it.
Materialisation of any of the above risks may have a material adverse effect on the enforcement of the rights of the Bondholders and the rights of the Bondholders to receive payments under the Bonds.
5.28. Bondholders' Committee
The Bond Terms as proposed amended by the Written Procedure will include provisions regarding the appointment of a Bondholders' Committee (as defined in the Written Procedure) and will consist of five bondholders as members
("Committee Bondholders") to be elected on the basis of the Bondholders' holding of Bonds and to be elected biannually.
The Bondholders' Committee will be authorised and permitted on behalf of the Bondholders by simple majority of the Committee Bondholders in the Bondholders' Committee to decide on the following matters without obtaining consent from the
Bondholders and with binding effect for all Bondholders:
(i) approval of the terms of an Exit Agreement (as defined in the Written Procedure), if any, and the completion of an Exit (as defined in the Written Procedure), and the release of any Guarantee (including the Guarantee Agreement) and any
Security Interest created pursuant to the Security Documents provided by Tresu A/S and its subsidiaries and any Security provided over the shares of Tresu A/S in connection with the completion of the Exit;
(ii) an extension of the Final Maturity Date if required in order to allow for collection of any Other Proceeds (as defined in the Written Procedure);
(iii) from and after 31 March 2025, require that the Issuer appoints an investment bank and initiates a formal sales process of Tresu A/S; and
(iv) that the Issuer may redeem the Bonds in accordance with Clause 9.5 (Total redemption with Other Proceeds) of the Bond Terms as proposed amended by the Written Procedure,
The majority of the Committee Bondholders in the Bondholders' Committee may decide that any of the matters set out above shall be approved by the Bondholders in accordance with Clause 17 (Decision by Bondholders) of the Bond Terms.
65View entire presentation